3.01Classes of Members. Unless otherwise determined by the By-Laws, membership in the Coalition shall consist of three classes of members: “Regular,” “Sponsoring,” and “Sustaining.”

3.02Regular Members. Regular membership in the Coalition shall be open to any person interested in waste management and environmental-related practices. To qualify as a Regular Member, a person must pay the annual dues as prescribed by the Board or have attended the last annual conference. Regular Members shall have full voting privileges and shall be eligible for elective office.

3.033.03 Sustaining Members. Sustaining membership in the Coalition shall be open to any entity interested in waste management and environmental-related practices which pays the annual dues prescribed by the Board. Upon payment of said dues, the sustaining member shall be entitled to list five individuals as Regular Members on the Coalition’s membership roster and who will be entitled to all the rights and privileges of a Regular Member.

3.04 Resignation/Removal. Regular, Sponsoring and Sustaining Members shall cease to be members, as the case may be, upon their resignation from the Coalition or sixty (60) days after nonpayment of dues or upon action of the Board. In the event of a resignation from or removal by the Board, dues previously paid by such Member shall be non-refundable.

3.05 Transferability. Membership is the personal property of the individual and is therefore not transferable.

3.06 Membership Prohibitions. All members are prohibited from utilizing Coalition membership or membership lists for advertisement, endorsement, or business development purposes.

3.07 Annual Meeting. There shall be an annual meeting of the members of the Coalition held during the Annual Conference of the Coalition at the site of the Conference, unless otherwise determined by the Board. The purposes of such meeting shall be the election of officers and directors, and the transaction of such other annual business as may come before the meeting or any adjournment or adjournments thereof.

3.08 Special Meetings. Special meetings of the members of the Coalition may be called at any time by the President or the Board. A meeting must be called upon the written request to the President of ten percent (10%) of the Regular Members. Special meetings may be held at such places as the Board may from time to time determine. At such special meetings, no business shall be transacted except that which is specified in the notice calling such meeting.

3.09 Notice of Meetings. Written notice of all meetings shall state the place, date and hour of such meetings, and shall be delivered, either personally or by mail, to each member. Unless otherwise stated herein, notices shall be given no less than ten nor more than fifty days before the date of such meetings. The notice of a meeting shall be deemed delivered when deposited in the United States mail with postage prepaid, addressed to the member at his/her address as it appears on the records of the Coalition or by electronic mail.

3.10 Quorum. Regular Members of the Coalition holding not less than ten percent (10%) of the vote entitled to be cast, represented in person or by proxy, shall constitute a quorum for the transaction of business.

3.11 Voting. A vote by the plurality of those Regular Members who constitute a quorum either in person (at a properly convened meeting) or by proxy is required to approve any action, unless the vote of a greater number is required by Missouri law, the Articles of Incorporation or these By-Laws.

3.12 Proxies. Voting by written proxy shall be allowed at any meeting of the members of the Coalition. No proxy dated more than eleven months from the date of execution shall be valid, unless otherwise provided in the proxy.

ARTICLE FOUR

MEMBERS OF THE BOARD

4.01Number of Board Members and Quorum. The affairs of the Coalition shall be managed by its Board. Until changed in accordance with Missouri law, the number of members of the Board shall be ten (10) of whom a majority shall constitute a quorum for the transaction of business.

4.02Constitution of Board. The Board shall consist of the six (6) officers of the Coalition as set forth in Section 5.01 and four (4) Directors, each of whom is entitled to vote at all meetings of the Board.

4.03Qualifications. No person shall be qualified as a member of the Board unless such person is a Regular Member of the Coalition in good standing.

4.04Vacancies. Except as herein provided, any vacancy occurring on the Board shall be filled by a majority vote of the remaining members of the Board for the remaining period of the unexpired term. Any director selected by this method except in the case of the President-Elect will stand for election at the next contested election only if selected by the Nominating Committee. If the President is unable to complete his/her elected term of office, for any reason, the President-Elect shall fill the vacancy for the balance of the unexpired term of office. If, for any reason, the President-Elect is unable to fill the presidential vacancy for the remaining period of the unexpired term, the vacancy shall be filled in accordance with the procedure for the filling of other vacancies on the Board. If, for any reason, a vacancy arises in the position of President-Elect, that position shall be filled by election of the membership in accordance with Section 5.06.

4.05Removal. A Board member may be removed from the Board if he/she fails to attend, in person, two meetings per year of the Board or the Coalition, or for other cause, upon the unanimous vote of all the members of the Board, excluding the vote of the Board member whose removal has been proposed. Such removal shall be effective at such time as the Board may determine. Notice of any Board meeting at which such action is contemplated shall contain a notice of proposed termination, and the Board member whose status is being challenged shall be notified thereof, in writing, at least thirty (30) days prior to the date of such meeting.

4.06Meetings. The Board shall meet at such times as they may, from time to time, determine. These meetings may be conducted by conference telephone call. Notice of a meeting must be given by the Secretary to all Board members at least 48 hours prior to the date of a meeting. At least one meeting shall be held at the time of the Coalition’s annual conference. The President shall serve as chair of all meetings of the Board. In the President’s absence, the President-Elect shall preside. In the event neither the President or President-Elect is able to preside, the remaining members of the Board shall select from amongst themselves a Chair for such meeting.

4.07Votes to Govern. At all meetings of the Board, every question shall be decided by a majority of the Board members, whether such Board members are present in person or by proxy as long as a quorum is present, unless a greater number of votes is required by Missouri law, the Articles of Incorporation or these By-Laws. In the case of an equality of votes, the presiding officer of the meeting shall be entitled to the tie-breaking vote.

4.08Action Without a Meeting. Any action required to be taken at a meeting of the Board or any action which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all of the members of the Board.

4.09Remuneration. Board members shall serve without payment of salary.